Return of the Were-Rats
by LuckyLadybug
Summary: 1987 series, my Exit the Fly verse. Irma and Vernon's unstable mutations were never permanently undone and now The Rat King has triggered them again. The Turtles and Baxter must find a way to undo the transformations permanently. But there's only one way they can think of, and that may require a little help.


**Teenage Mutant Ninja Turtles 1987**

 **Return of the Were-Rats**

 **By Lucky_Ladybug**

 **Notes: The characters are not mine and the story is! Part of me doesn't quite know how I ended up writing this, as it isn't the type of subject I would normally handle at all. But I ended up inspired when watching** _ **Were-Rats from Channel 6**_ **the other night, so here it is. It is part of my** _ **Exit the Fly**_ **verse. Baxter is human again and an ally of the Turtles. His brother Barney works for Shredder.**

The water dripped, echoing throughout the particularly dark and dank part of the sewers. Rats were everywhere-on pipes, on the floor, and on boxes, bags, and Styrofoam containers. A strong, muscular human in the midst of them clenched his fists, shaking them at the ceiling as he ranted and raved.

"It's happening again!" he snarled. "Once again the city is cracking down on leftovers and overflowing garbage, all to keep us from taking on the nourishment we need!"

The rats hissed and chattered. The human bent down to listen.

"What's that you say, Gabrielle? It's time to rebuild the flute and call upon the Channel 6 were-rats again to find us a new food supply?" He started to smile. "Yes . . . you may have something there. Their true rat forms are just lying dormant, waiting for the right signal. Once I have my flute, I should be able to bring them back under my control once more."

He turned and cackled, pleased with his diabolical new plan. "Yes, my loyal subjects, The Rat King always resurfaces sooner or later. And tonight, appropriately on the full moon again, my wonderful super rats will revive!"

The rats squealed in glee.

xxxx

There were many strange things Baxter had had to adapt to after befriending the Turtles. Yet even so, they still managed to surprise him at times. When he wandered into the Lair that evening and found Michelangelo singing a bizarre song, that was one of those times.

 _"Ahooo, ahooo, werewolves of London . . ."_

Baxter cringed. "What . . . ?"

Michelangelo jumped and looked over. "Baxter! Hey! Oh, I got that song stuck in my head because we just got finished watching this gnarly old horror flick, _Werewolf of London_! Have you ever seen it?"

"No, I can't say that I have," Baxter replied. "And I wouldn't mind if I postponed the experience indefinitely."

"Yeah, it's probably not really your thing," Michelangelo agreed. "I know you and April don't really dig horror films."

Baxter nodded. "We definitely don't."

"Hey, there are a few that even we can't stomach any more," Michelangelo said. "None of us feel like watching any of _The Fly_ films."

That brought a bit of a smile. "Really."

"Yeah. Hits too close to home." Michelangelo leaned back. "So what's up?"

Baxter placed his hand on the back of the couch. "Donatello and I made plans to start a new series of tests on that power source from the Floxy Theatre," he said.

"Oh, that's right. He's probably in the lab." Michelangelo jerked his thumb over his shoulder.

Baxter stepped away from the couch. "I'm going there now."

"Have fun, Bud," Michelangelo called after him. He grinned as he reclined on the couch. "Man, this is the life. No problems, just classic flicks and mondo amounts of pizza! And hanging out with favorite amigos. It doesn't get any better than this! I wish time could just stay like this forever."

Leonardo smiled as he passed. "Be careful what you wish for, Michelangelo."

"I know, I know. I just might get it." Michelangelo chomped into a large piece of pizza. "Like, don't worry, Fearless Leader. I won't turn our lives into an endless pizza party. Although that sounds like a radical idea."

Leonardo put on his warning voice. "Michelangelo . . ."

"Chill, Dude!" Michelangelo insisted. "I'm just funnin' with you."

Leonardo shook his head. "Alright, Michelangelo." He half-smiled. "But I have to admit it would be nice to have some downtime for a while."

"No duh," said Michelangelo. "We all deserve it big time. But it never seems to last more than a few days at the most. Shredder never rests. I wonder if he ever sleeps."

Leonardo chuckled. "Sometimes it seems like he doesn't."

xxxx

April sighed and leaned back at her desk. It had been a relatively slow news day and she had been forced to take on a highly dull assignment just to have one. It was a relief to have it ready to go on the late news.

"It's amazing how much something boring can take out of you," she muttered to the office. "I'm going to leave this on Burne's desk and get out of here. I could use a nice soak in a tub tonight."

As she got up and headed into the corridor, a familiar and eerie melody drifted to her ears from the ventilation system. She looked up with a gasp at the nearest vent. "That's The Rat King's song!" she exclaimed. "But his flute was destroyed. And why would he be here?"

The question was answered when up ahead, Irma stood from her desk and glowered threateningly at April. She had become a giant rat.

April stared at her friend in horror. "Irma?! This shouldn't be happening! You were cured!"

"I have to find food for the Master," Irma replied, baring her claws. "Where can I find food?"

"I don't know!" April cried. She backed up and tore down the hall, taking out her Turtle-Comm as she ran. "Guys, come in!"

Raphael answered. "Hey, April. What's up?"

"Trouble!" April wailed. "I just heard The Rat King's flute here at Channel 6. And now Irma has turned back into a rat!"

"Always around the full moon, huh?" Raphael quipped.

"Ohh, Raphael, this is serious!" April dashed around a corner. She could hear Irma running behind her, but she wasn't sure if Irma was really chasing her or just looking for a food source. "Why would this happen?!"

"Well, I'd have to ask Donatello to be sure, but my guess is because we didn't actually reverse their mutations, you know?" Raphael said. "They were unstable and didn't last, but the flute triggered them. The only thing keeping them at bay was the fact that the flute was gone. Now that The Rat King's apparently rebuilt it, we've got were-rat trouble again."

"So what do we do?!" April ground to a halt as she found herself staring at Vernon. He too had changed back into rat form. He raised his claws at her the way Irma had.

"Going somewhere, April?" he purred.

"Oh Vernon, stop it!" April backed up again, her heart pounding in her chest. "You don't want to do this."

"Do what? I'm just looking for food for the Master. As long as you don't stop me, I won't hurt you." Vernon walked around her and continued down the hall.

April slumped against the wall. "That was a close one."

"I guess we have to be grateful that The Rat King doesn't have any more of his wild Tutti-Frutti mutagen," Raphael remarked. "Okay, April. Hang on and we'll be out there in a few minutes."

"I hope so," April sighed. "I wanted an interesting story to cover, but not this one. Now I'm sure Burne will have me reporting on Irma and Vernon!"

"Well . . . maybe he won't notice," said Raphael.

 _"What the blazes is going on around here?!"_ Burne boomed.

". . . He noticed," April said flatly.

Raphael gave a quiet chuckle. "Good luck."

As he hung up, Leonardo and Michelangelo headed over to him. "What's going on, Raphael?" Leonardo frowned.

"Yeah! It sounded like April was in trouble again," Michelangelo added.

"Irma and Vernon are in worse trouble," Raphael answered. "Remember when The Rat King tried to turn them into mutant rats?"

"Sure, but Splinter destroyed the flute that was triggering their transformations," Leonardo blinked.

Donatello and Baxter came to the doorway of the lab.

"It looks like The Rat King finally got around to rebuilding it," Raphael said. "He started playing it at Channel 6 tonight and Irma and Vernon turned back into furry and uncuddly versions of themselves. Not that any version of Vernon could ever be cuddly."

"Oh no!" Donatello moaned. "I was hoping that wouldn't happen since we didn't have any way to reverse their transformations!"

"What's going on?" Baxter frowned.

"We'll tell you the whole story on the way to Channel 6," Leonardo promised. "We'd better get over there fast!"

xxxx

Krang was engaged in one of his favorite pastimes, watching Earth on the transdimensional screen. As the New York footage changed to the exploits of two giant rats wandering down the street and lifting cars, people, and heavy crates, he leaned forward and paid careful attention.

"Shredder, look at this!" he exclaimed. "More mutants!"

Shredder came over to look. "Ugh, two rats!"

"Who cares what they are?!" Krang shot back. "Look how strong they are! And competent! If we could get them on our side, we might actually get somewhere in our plans to conquer Earth!"

The male rat was currently lifting a shocked proprietor into the air. "We want all of your cheese," he insisted. "Now, that isn't too much to ask, is it?"

"N-No," the man gasped. "Take it. Take it all!"

"Thank you." The rat deposited him in the wastebasket outside the store and headed inside.

Shredder frowned. "You know, that voice sounds awfully familiar. Coming to think of it, so is the way he's dressed. Why, it's Vernon Fenwick! And the female over there is Irma Langinstein! What happened to them?!"

"Go up there and find out!" Krang ordered. "And take Barney with you! And Bebop and Rocksteady, in case you have trouble convincing them to come down here. It sounds like they're not their normal selves in mind any more than they are in body, but that doesn't mean they'll be easy sells."

"Why would we want those two working for us?" Shredder griped.

"They're strong," Krang said in a singsong voice. He watched as Irma tore the entire glass case of specialty cheeses off its foundation and held it over her head.

"Alright, alright!" Shredder turned to storm out of the room. "I'll go find the others."

xxxx

Michelangelo stared at the television in the Turtle Van as Irma and Vernon wreaked havoc across Manhattan. "Oh, mondo disaster, Dudes," he exclaimed. "Look what Irma's got!" He pointed to the glass case.

"And look what Vernon's got." Raphael pointed to the two wooden crates Vernon had stacked on top of each other. "Typical-Irma's still carrying the heavier stuff."

Baxter was also staring at the footage, highly troubled by what he was seeing. It would be disturbing to see anyone in this condition, but when it was people he knew and even considered as friends it was far worse. And seeing any unwanted mutation couldn't help but remind him of his own horrifying experiences as a cross-fused human-fly.

"You said these transformations don't last," he finally spoke. "Shouldn't they be wearing off soon?"

"Yeah, I think so . . . uh oh, it looks like they're wearing off right now." Michelangelo pointed at the screen, where Irma wobbled and only barely managed to set the case down before she changed back. Vernon wasn't as lucky with the crates and he fell backwards with a yelp.

Baxter cringed. "Now the townspeople will all see who they are," he said in alarm.

"Oh, millions of people already know that Vernon was one of the were-rats," Raphael said. "He changed into one on live TV."

The people witnessing the de-transformations were staring in horror. "They really are were-rats!" someone screamed.

"Get away, get away!" a second person wailed.

Irma stumbled back. "What's going on?" she said in dismay. "What are we doing out here? . . . And Vernon, why are you laying in the street with those crates on top of you?"

Vernon groaned and pushed one of them back. "I don't remember anything since we were in the Channel 6 building."

"And now everyone's so afraid of us." Irma looked at the fellow citizens with trepidation. "Why? What did we do?"

"You were carrying that stuff away, that's what you were doing!" a third person yelled.

"And you were big, horrible, furry rats!" a fourth shrieked.

"Rats?!" Vernon wailed. "I _hate_ rats!"

"Then why do you turn into one?" someone retorted off-screen.

"Oh boy," Donatello sighed. "I think we're going to need to run damage control." He swerved around a corner as he headed for the street in question.

"Do you think they'll really turn into a lynch mob or something?" Michelangelo worried. From Baxter's expression, he feared the same thing.

"I think they're too scared to do anything but leave," Leonardo said. "At least, I hope so."

When the Turtle Van turned onto the correct street, most of the people had fled. Irma and Vernon, still confused and bewildered, were leaning against the glass case and looking fairly lost.

"Hi, guys," Raphael greeted as he opened the side door. "Need a lift?"

Irma hesitated. "Are you sure you want us to come with you?" she asked. "What if we change again?"

"You'll only change back if The Rat King plays his flute where you can hear it," Donatello said. "And that won't be in the Turtle Van."

"Well, alright." Vernon started for the Van. Irma was right on his heels. When they were safely inside, Raphael shut the door and Donatello drove on.

"So now what?" Irma bawled. "Are we going to spend the rest of our lives changing into rats whenever somebody plays a flute?!"

"Only if The Rat King does," Donatello said. "And only if he plays that specific tune."

"We'll destroy his new flute if we can, but he could just make another one," Leonardo said.

Baxter nodded. "We need to solve your problem permanently. And we're going to." He looked at them, his eyes filled with determination. He wasn't going to take No for an answer.

"But, like, the only thing that could do that is a retro-mutagen ray gun," Michelangelo protested. "I don't know if Shred-Head's was ever repaired."

"I don't think the damage was too severe the last time he had it out," Leonardo said. "I'm sure Barney repaired it."

"Barney?" Irma quavered. "We'd have to go to the Technodrome to get the thing, wouldn't we."

"I'm afraid so," Donatello said. "That's the only way to get to it."

"No," Baxter insisted. "There's another way. I could ask Barney to bring it up here."

"Oh right, like that would really work." Raphael rolled his eyes.

"Dude, he _did_ take the homing beacon off the Van so we wouldn't get tracked to the Lair," Michelangelo said. "There's no harm in asking!"

"That's still just what he claimed he was doing," Raphael said.

"We all heard Krang say that Barney had attached it to track Donatello to the park and find Shredder," Leonardo said. "So he definitely wasn't just putting it on when you found him. He was probably telling the truth."

"But why?" Raphael countered. "Why would he care _what_ happened to us?"

Baxter sighed and rubbed his eyes. "I don't feel like going through this argument again." He took out his phone. "I'm going to email him and see what he says."

"Fine. Go ahead." Raphael folded his arms. "But I still don't trust the guy. Or like him."

"And you'll never forgive him," Michelangelo added. "We know, Dude."

"How can _you_ be so forgiving?" Raphael demanded. "And not just that, but trusting too! What if Barney agrees to bring the gun up here and then he brings something completely different?"

"I really don't think he'd do that," Michelangelo frowned. "He's helped us out more than once recently. If Baxter and Vincent are right that he's wearing down, he's probably figuring out what the right road is to take and he's taking it. Even though it's like, mondo dangerous for him."

"He's trying to walk two roads at once!" Raphael shot back. "Sooner or later he's going to have to pick one; he can't keep doing that indefinitely! And when that time comes, do you really think he'll pick the one that will be beneficial to us?"

"Well, who knows, Dude." Michelangelo leaned back with a funny smile. "After all, that's the same thing you used to say about Baxter."

Raphael scowled. "How did I know you were going to say that?"

Baxter leaned back. "Somehow I managed to type while all of this was going on," he remarked, somewhat sardonically. "Although I'm not really sure how."

Irma looked over. "Did you send it yet?"

"I'm reading it over now," Baxter told her.

 _Hello, Barney. I know this is probably a lot to ask of you. It could certainly be dangerous and I wouldn't blame you if you said No. We're having a problem up here with Miss Langinstein and Mr. Fenwick. About a year ago, the villain known as The Rat King poured some unstable mutagen on them to try to turn them into rats for his army. The transformations didn't last, but they could always be triggered again by him playing his flute. It's happening again tonight. The only way to permanently undo the damage is with the retro-mutagen ray gun. Is there any way you could bring it up here so we could use it on them?_

 _Baxter_

Irma leaned back. "I just hope you'll catch him in a good mood."

"Barney is rarely ever in a good mood," Baxter said. He clicked Send.

"Yeah, I think the only times I've ever seen Barney in a good mood are when he's trying out his inventions on us," Raphael remarked.

"That's not very encouraging," Vernon whimpered.

"Of course it's not encouraging!" Raphael snapped. "Trying to rely on this creep for anything is not encouraging! This is a completely stupid idea!"

"Raphael," Leonardo scolded.

"Well, I'm sorry that I'm not all willing to trust the enemy like you and the others are," Raphael shot back. "If that makes me the heavy, then okay."

"Honestly, I'm skeptical too," Donatello said. "You know that I'm never the first to try to trust an enemy. But I think that in light of the times Barney's helped us, it surely can't hurt. He's lied to Shredder and Krang, but actually, he's been a lot more straightforward with us. As strange as it is to realize."

"Not to mention it's so dangerous to go to the Technodrome," Leonardo added. "If there's a way to avoid that, I'm willing to give it a try."

Baxter's phone beeped and he opened the new email.

"Well?" Irma leaned in again. "What does he say?!"

 _You caught me at a bad time. Krang wants them for_ _ **his**_ _army. I can't think of any way I could smuggle the retro-mutagen ray gun out of here without Shredder noticing. But we'll be coming to the surface to try to get them, so if I can find a way, I'll bring it._

 _Barney_

Irma shrieked. "I don't wanna work for Krang!"

"What?!" Vernon rushed over to see the email as well. "He tried to _kill_ me! I won't work for him either!"

"It's not like you'd even know what was going on," Raphael pointed out. "You never seem to know what you're doing when you're in rat form."

Irma started to cry. After a moment, so did Vernon.

"Both of you, calm down," Leonardo cut in. "This isn't getting us anywhere!"

Irma sniffled. "But what are we going to do?!"

Leonardo looked back to Baxter. "What exactly does Barney say, Baxter?"

Baxter read the email aloud, his eyes filled with worry. "Barney will be in terrible danger if he tries to get the retro-mutagen ray gun to us," he said. "Far more than I even thought."

"But he didn't say No," Michelangelo said. "He really is going to try to find a way!"

"There's no guarantee that he will, even if he's on the level," Raphael said. "We can't rely on him!"

"Well, if he isn't able to do it, we're going to have to break into the Technodrome," Leonardo said. "And the best time might be when Shredder, Bebop, and Rocksteady are up here and not down there!"

Baxter typed a quick reply to Barney.

 _Thank you, Barney. Please let us know. We'll have to try to get it off the Technodrome if you're unable to bring it._

 _Baxter_

"But what will we do?!" Irma exclaimed. "There's no place that's even safe for us to hide while this is going on! We can't go back to Channel 6, since The Rat King was obviously there. We can't go down to the Lair. And I'm not putting it past him to know where we live. Shredder sure knows where I live, in any case."

"And he or The Rat King could find out where I live," Vernon moaned.

Leonardo sighed. "It really is a problem. It might turn out that the only solution will be for you two to stay in the Turtle Van while we go get the retro-mutagen ray gun. Baxter and one of us could stay with you to protect you."

Vernon looked doubtful. "It's not much of a solution. Anyone could break in here!"

"We'd have to hide it, of course," Leonardo said. "Maybe at the old airfield where we keep the Turtle Blimp now."

"For now we'll wait to hear from Barney," Baxter said. "I'm not counting him out yet."

xxxx

Barney frowned and leaned back. He had told Shredder he would be there in a moment to depart, but he was still trying to come up with a way to get the retro-mutagen ray gun smuggled off the Technodrome and up to the surface.

"Why are you trying to do this, Barney?" Vincent asked.

"I thought you'd be pleased that I'm trying to think of a way to make it work," Barney said.

"I'm glad that you didn't just dismiss Baxter, but it will be so dangerous." Vincent frowned. "You know I don't want you to be hurt."

"Which would you rather have-me getting hurt or Baxter?" Barney retorted. "You saw what he wrote. They'll have to come down here if I can't get it up there."

"I don't want either of you to get hurt!" Vincent shot back. "You're both my friends."

"Alright." Barney stood and took the laptop in his arms. "I'm going to try something. It's risky, but it might actually work."

With that he left the laboratory and headed down the corridor to the room where Shredder kept the retro-mutagen ray gun as well as other weapons. His eyes glinted when he noticed one similar in color, design, and shape. "Perfect."

"Barney, what are you doing?" Barney had closed the lid, so Vincent couldn't see. But he could hear the sounds of Barney moving things.

"I'm exchanging one ray gun for another. With a little bluff and some play-acting on the parts of my brother and the Turtles should we be forced to have our encounter in front of Shredder, no one should have to know."

"Barney, I don't like this."

Barney slipped the retro-mutagen ray gun into his lab coat and placed a paralyzing ray where it had been. Then he switched off the lights and stepped back into the hallway. "I won't even need to bluff if no one notices I'm carrying a weapon," he said.

Shredder was impatiently waiting by a transport module. "Where were you this time?" he snarled.

"Just taking care of putting my tools away," Barney answered. "As usual, I was right in the middle of building something."

"Well, get in!" Shredder snapped. "I don't know what's going on up there. The transformations wore off and they left with the Turtles. Krang said their mutations must have been caused by unstable mutagen. It may happen randomly or there may be a trigger. We need to find out which."

Barney knew the answer, but he held his tongue. "Very well." He walked past Shredder into the transport module.

xxxx

The Turtles were aimlessly driving through the city streets, not sure what to do or where to go, when Baxter's phone beeped again. Quickly he took it out.

"Barney has the retro-mutagen ray gun!" he exclaimed. He read the email aloud.

 _I have it. I'll try to arrange for us to split up when we reach the surface so I can safely bring it to you. Where can we meet?_

 _Barney_

"How about the old abandoned amusement park?" Michelangelo suggested. "The one where we fought the Turtle Terminator?"

Irma cringed. "Did you have to remind me of that?"

"Well, it's not like it's a place Shred-Head will think to look for you and Vernon," Michelangelo pointed out.

Baxter didn't look much more pleased. "For some reason, I have a leery feeling about amusement parks," he frowned. "But you're right; that's a good place to go."

 _Michelangelo suggested the abandoned amusement park._

 _Baxter_

"Yeah, it figures you wouldn't like amusement parks," Raphael remarked. "Considering all the innocent people you turned into giant bugs in one."

Baxter stared at him. "What?!"

"Raphael!" Leonardo scolded.

"I just thought he should know," Raphael shrugged.

"I vaguely remember doing something like that, but oh . . ." Baxter shuddered. "I did it to everyone in the park?!"

"Yep," said Raphael. "And a lot of other people all over the city."

"Like, why do you always feel the need to tell him stuff like that, Dude?" Michelangelo said in annoyance. "It's the past. Let him forget it."

"Someday he might need to remember," Raphael said. "Anyway, I don't believe in keeping secrets. I know why he doesn't like amusement parks, so I tell him when he brings it up."

"Or like, maybe you really haven't forgiven him," Michelangelo said.

"What?!" Raphael glowered at the orange-masked Turtle. "That's ridiculous!"

"Is it? You always say you'll never forgive Barney. Maybe deep down, you really feel the same way about Baxter!"

Baxter shrank back against the wall of the Van. Noticing, Irma went and sat beside him. "Hey, I'm sure that's not true," she said. "Isn't Raphael really protective of you? I thought part of why he's so mad at Barney is because of how Barney treats you."

"But does that mean he's forgiven me?" Baxter said softly. "Maybe Barney is right. Maybe some things can never be forgiven."

"Hey . . ." Irma hesitated, then laid her hand on his. "I forgive you. You're not the nutcase who tried to take over Channel 6 and later started turning everybody into big bugs. Anybody can see that. Even Raphael. I know he's stubborn and sarcastic and kind of hard-headed sometimes, but I really believe he's forgiven you."

Baxter tried to smile. "I know I thought he had. I want to believe it."

"I think it's just his way," Irma said. "He's not really a sensitive kind of guy about a lot of things."

"That's true." Baxter looked to her with dread in his eyes. "When I started turning everyone into creatures, did I get you as well?"

Irma froze, looking trapped. "Yeah," she said slowly. Then, hurrying on, "But I really don't even remember it!"

Baxter sighed. "You're a kind person."

Irma sighed too. "I wish somebody would think that who wants to date me."

Baxter's phone beeped and he looked down at it.

 _The amusement park is fine. Unless I tell you differently, expect to meet me there within thirty minutes._

 _Barney_

"He'll try to meet us in half an hour," Baxter said, loudly enough for everyone to hear.

Vernon gulped. "This . . . ray gun isn't going to hurt, is it?"

"It shouldn't," Donatello assured him. "I just wonder if it will work to use it on you and Irma if you're not currently transformed."

Vernon blanched. "You mean we'll have to be turned back into horrible, flea-bitten rats before we can even be helped?!"

"I hope not," Donatello sighed. "The mutated genes are in your bodies whether you're transformed or not. It's just that they lie dormant until The Rat King starts to play his flute."

Irma shuddered. "That is a really creepy thought. All this time, I've had this in me and I didn't even know it!"

"I feel like I'm going to be sick," Vernon moaned.

"Not in the Turtle Van!" Raphael yelped.

Outside, observing the Van's path, two small eyes gleamed in an alley.

xxxx

Shredder was already not in a good mood about the whole assignment. When the module came up and knocked over a fire hydrant, it only made things worse.

"Bebop, you idiot!" he screamed, pumping his fists to the sky when the spraying water drenched him. "Can't anyone pilot one of these blasted modules without causing undue calamities?!"

"Barney can," Bebop replied.

"Yeah! I've never seen Barney rip up a fire hydrant or land in a fountain!" Rocksteady added.

"Barney this, Barney that," Shredder snarled. "You'd probably elect to work for Barney if he asked you." He wrung out his cape as he stomped off ahead.

Barney smirked at him and his irritation. But the water problem irritated him as well, and he hid his laptop under his coat while he hurried past the geyser.

"It would be more efficient and time-saving to split up to search for the mutant rats," he said after he heard Bebop and Rocksteady clomp after him and the module door shut.

"Fine, fine!" Shredder snapped. "Then I won't have to listen to you being a backseat Krang the whole time!"

"Whatever you say, Mr. Shredder," Barney mocked. He took the path that he knew would lead him to the amusement park.

"And to think I thought that bringing him in was a good idea!" Shredder growled to himself. "I ought to have my head examined!"

"Aww, he's not so bad," Bebop said.

"Yeah!" Rocksteady echoed. "He makes things a lot more interesting."

"Of course _you'd_ think that," Shredder retorted.

xxxx

The trip to the amusement park was thankfully uneventful. As the Turtle Van pulled into the old parking lot, April arrived from the opposite direction.

"I'm sure glad you guys called to let me know what was going on," she exclaimed. "I was only able to catch up to where Irma and Vernon had been in town after they'd left with you. The townspeople are still upset about what they caused!"

"Oh boy," Michelangelo groaned. "So like, what are you gonna do, April?"

"I'm going to report the full story," April declared. "I'm going to have it known that they're victims here just as much as the people whose stores were broken into!"

"Well, that's gnarly and all, but just remember not to take any footage of Barney," Michelangelo said.

"I won't," April promised. "But I don't know how I'll assure the viewers that this calamity won't happen again without mentioning the retro-mutagen ray gun!"

"You'll think of something," Raphael said. "You're a news reporter."

The side door opened and the humans stood in the doorway, looking out. "Is he here yet?" Vernon asked.

"Nah. It's April," Raphael said. "She's going to try to make sure the city doesn't come after you with tar and feathers when you get back."

Vernon flinched. "This isn't the 19th Century!"

"But some people still act like it is," Raphael replied.

"They're really mad, huh?" Irma gulped.

"I'm afraid so," April said sadly.

"Well, so am I!" came a dark voice from the shadows.

"The Rat King!" Leonardo cried. "Quick, get back inside the Van!"

But it was no use. From out of the night came the haunting melody of the flute. Irma and Vernon stiffened, their eyes going blank. As everyone stared in shock and horror, they transformed to mutant rats.

"Destroy them, my subjects!" The Rat King ordered. "They've interfered with our plans long enough!"

Vernon set his sights on April. He leaped out of the Van, barreling towards her. She screamed and ran into the park.

Irma turned to face Baxter, raising a clawed hand.

Baxter took a step back. "Miss Langinstein, you don't want to do this!"

But Irma was unable to hear his plea. She advanced on him, her eyes gleaming at the sight of her prey. He stumbled, backing up towards the back doors. A cord he didn't see sent him crashing hard to the floor. "Ow!"

"Baxter!" Michelangelo ran for the Van. "Come on, Dudes, we've gotta split up and stop Irma and Vernon before someone gets hurt!"

"And we have to destroy The Rat King's flute!" Leonardo exclaimed. "It's not a permanent cure, but it will keep them at bay until Barney gets here!" He dashed towards the area where he thought the villain was hiding.

"I'll go after Vernon," Donatello volunteered.

Raphael looked around, debating who needed his help most. Finally, deciding Irma was more formidable than Vernon, he ran back to the Van.

Terrified, Baxter was using his hands and feet to back up on the floor of the Van. "Miss Langinstein, please," he begged, pressing himself against the door. "You don't want to hurt me."

Irma raked her claws towards his cheek. He ducked and they dug into the door.

"Alright, Irma, this has got to stop!" Michelangelo burst onto the scene and jumped at Irma, tackling her to the floor. She squealed and squeaked in displeasure. "Come on, would you hold still already?!"

"Need some help?" Raphael sprang in and helped Michelangelo pin Irma to the floor.

"Mondo wipeout!" Michelangelo grinned. "We've got her!"

Baxter got to his feet, shaking all over. "What do we do now?"

"Well, frankly, I'm not entirely sure," Raphael admitted. "The most logical thing to do is hold her down until Leonardo destroys that flute."

"And you should probably get out of here, Baxter Dude," Michelangelo said. "We've got this."

Baxter regarded him doubtfully. "You're sure?"

"Totally." Michelangelo grinned up at him, even as Irma fought to get free.

"Well . . ." Baxter looked out at the amusement park. "Maybe I should try to help the others then. . . ."

"Just be careful," Raphael told him. "Vernon's actually dangerous in this form."

"If he's chasing Miss O'Neil, hopefully he won't notice me," Baxter said. "Maybe I can take him by surprise."

"Don't try to take him on all by yourself," Michelangelo warned. "He'd have you for breakfast!"

Baxter cringed. "I've already almost been killed once tonight. I understand." He stumbled out of the Van and headed inside the amusement park.

Irma dug her claws into the floor and loudly squealed.

"Keep it down, Irma!" Michelangelo scolded. "Man, I wonder if Baxter would have been safer here."

Without warning Irma rose up and outstretched her arms, sending both Turtles flying across the Van.

Raphael yelped. "Are you still wondering?!"

Michelangelo, who had landed upsidedown, groaned. "I don't think so."

"Good," Raphael grunted.

Irma hissed at them both.

"Uh, Raphael?" Michelangelo flipped right-side-up again. "In case I don't get another chance to say it, I really didn't mean what I said earlier. I know you've forgiven Baxter."

"Well, that's nice and all, but I think we'll have to save the mushy heart-to-heart for another time!" Raphael cried as Irma lunged.

Michelangelo ran forward to try to help restrain her. "I just hope there _is_ another time!"

"Oh, come on," said Raphael. "How tough can this chick really be?"

In the next moment they were both flat on their shells.

"Forget I asked," Raphael moaned.

xxxx

Baxter had run into the darkness of the amusement park by now. He looked around, confused and concerned. "It's so quiet," he said to himself. "Where are they?"

"Well, I'm right here," The Rat King purred. "I don't remember seeing you around before. Not that it really matters." He played his eerie tune again. "As long as I keep playing every few minutes, my super rats' transformations won't wear off until you and all these other meddlers are dead!"

Baxter glared up into the darkness. "If you insist on keeping transformations of that nature going, you'll destroy their bodies altogether! They aren't able to sustain constant mutations!"

"Then at least if they rid me of you and the Turtles, they will have served some use!" The Rat King retorted.

"Some king you are," came Leonardo's disgusted voice. "You're willing to sacrifice your subjects to satsify a craving for revenge!"

"They're not real rats anyway," The Rat King replied. "Nor do they have any desire to be! I'd rather find subjects who appreciate our goals from the start and come begging to join us!"

"I wouldn't hold my breath," Leonardo shot back.

Baxter continued to scan the tops of the nearby buildings and stands. "Even with the full moon I can't see him!" he said in frustration to Leonardo.

"A rat knows how to hide in plain sight," sneered The Rat King.

A terrified scream from April snapped them to attention.

"I think April's in the funhouse," Leonardo exclaimed.

"I'll try to find her," Baxter said. "You try to find The Rat King and his flute!"

Leonardo gave him a worried look. "Are you sure?"

"Yes!" Baxter said with impatience. "I'm going to help. And you would do better at climbing around than I would."

"I can't argue with that." Leonardo started to leap towards the nearest roof.

Baxter ran towards the sound of the scream. It wasn't coming from the funhouse, he realized in chagrin. It was coming from the Tunnel of Love.

"It's completely dark in there," he gasped.

He ran inside and pulled out his Smartphone. The water, long since stagnant, lapped against the old ledges. He ran along the one closest to him. "Miss O'Neil! Where are you?"

"I'm over by the pirates!" April called back. "Vernon, please don't do this!"

"I have to obey the Master," Vernon retorted. "He said to destroy, so I'm going to _destroy!_ " He swiped his claws and April shrieked. Bones clattered to the ground.

Baxter kept running. In his heart he willed himself not to have another moment of clumsiness. He couldn't afford it, and maybe April couldn't either.

He nearly tripped over several bones rolling his way. He jumped aside, hugging the wall. Just up ahead he could see April gripping another bone and holding it up in self-defense.

"I'm warning you, Vernon," she said. Her voice shook but she tried to steady it. "Come any closer and I'll . . ."

Vernon swiped and the bone crumbled into pieces. "You were saying?"

"Oh. . . ." April took another step back. "Help. . . ."

Baxter shoved the phone back in his pocket. His hands were trembling, but he pushed himself away from the wall and leaped on Vernon's back. "Stop it, Mr. Fenwick!"

April looked up, startled. "Dr. Stockman!" She scrambled out of the way. "Oh, you're going to get hurt!"

Baxter was afraid of that very thing. But he held fast as Vernon stumbled back and tried to swipe at him. "I wanted to avoid actually hitting him," he exclaimed. "But we might not have a choice!"

April picked up another bone. "I'm afraid you're right!"

Vernon swiped again. "Get off me, you annoying little pest!"

April's eyes flashed. "Who's calling whom a pest?!" She ran forward with the bone.

Baxter gripped tightly at Vernon's shoulders. "Mr. Fenwick, I know you wouldn't be doing this in your right mind," he said. "If you can just try to fight it, the retro-mutagen ray gun will be here soon and . . ." He gasped in pain as the claws raked into his side. Caught off-guard, his grip loosened and Vernon took hold of him, throwing him viciously into the skeletal pirate display.

April screamed as Baxter crashed to the floor and the bones fell around him. "Dr. Stockman!" She looked back to Vernon, who was unmoved. "Vernon, how could you?!"

Vernon's eyes flickered briefly. "What . . . ?"

Then another figure was running into the tunnel. "I have it!" Barney called.

A strange glow lit up the area as the beam made contact with Vernon. He stiffened, stunned. Then the rat features and fur disappeared and he was human again. He stumbled, staring down at his hands. "What . . . what happened? Did it happen again?!"

"Yes!" April cried. "And you hurt Dr. Stockman!"

"Baxter is hurt?!" Barney ran forward. "Where is he?"

"He's over here." April led the way to the collapsed display and knelt down next to Baxter. "Dr. Stockman!"

Vernon staggered over, still dazed. "I did this?"

Barney glowered at him and then looked to Baxter. "Is he alive?!"

Baxter groaned. "Am I?" He blinked, the surprise coming into his eyes at seeing Barney bending over him. "Barney?" He smiled, weakly. "You're worried. . . ."

"You probably did something completely idiotic that brought this on yourself!" Barney fumed. "You're always getting yourself into situations where you wind up hurt!"

"He saved my life," April retorted. "Then Vernon just picked him up and threw him over here!"

Vernon flinched. "I hurt him. . . . He's bleeding! I really did that?!"

Barney snarled. "Hold still," he snapped at Baxter. He brushed the lab coat aside and pushed up Baxter's vest and shirt. "They're just scratches." His shoulders slumped in his relief. "You're alright."

Baxter grimaced as he pushed himself up. Scratches or not, they definitely hurt. And he wouldn't be surprised if he had acquired several bruises from that crash. "Thank goodness you got here when you did," he declared.

"Wait a minute," April blinked. "Where did Vernon go? He was just here, but now he's not!"

"He's over here," came Donatello's voice. "I just ran into him trying to run out." He sounded apologetic. "I'm sorry I'm late, April. I got caught fighting what must have been The Rat King's whole army!"

April sighed. "At least we're all relatively okay. Vernon must have freaked out at the sight of blood."

"I'm not sure what freaked him out," Donatello admitted. "He ran right past me. I think . . . I think he was crying."

Baxter stiffened. "Oh no." He held a hand to his side as he pushed himself to his feet. "After we find Miss Langinstein and help her, I'd better go after him."

"Not until those wounds have been treated!" Barney shot back, standing as well. "Just because they're not serious now doesn't mean they can't get infected!"

Baxter stared at Barney in awed amazement. He had never seen his brother act so protective and openly worried about him before. His concern came out as anger, which wasn't really a surprise given Barney's personality, but Baxter recognized it for what it was.

"First things first," he insisted, even as he was still moved by Barney's worry. "Miss Langinstein needs our help. I'm sure Michelangelo and Raphael do as well. They were trying to restrain her."

"Wait." Donatello looked to Baxter. "Are you hurt, Baxter?"

"Just superficially," Baxter answered with impatience. "You probably have first-aid materials in the Van, don't you?"

"Yeah," Donatello confirmed. "We'd better go stop Irma and then I'll see about it."

The group hurried out of the Tunnel of Love. As they did, Leonardo greeted them with a flute in pieces. "The Rat King won't be able to use this again," he said. "He and what's left of his army are beating a hasty retreat."

"Good," Barney said coolly. "Let's hurry and find the girl. I can't stay long."

Baxter smiled at him. "Thank you for coming, Barney. I know it was dangerous."

Barney shrugged. "I'll probably be killed if they find out what I did. Of course, I have no intention of them finding out." He reached and picked up the laptop from a park bench.

"Hi, Baxter!" Vincent greeted.

"Hello," Baxter said.

"You're hurt!" Vincent exclaimed in concern.

"It's nothing," Baxter assured him.

"It could have been something," Barney growled. "When are you going to stop doing such foolhardy things?!"

"That sounds like something I should say to you, Barney, old buddy," Vincent remarked. "Especially when you act so nonchalant about it."

Barney didn't answer.

"I'm afraid I got him into this dangerous situation," Baxter said. "I didn't realize Krang was trying to get Miss Langinstein and Mr. Fenwick for his side. I just thought Barney might be able to sneak the retro-mutagen ray gun up here under the pretext of getting more parts for an invention."

"I don't blame you, Baxter, old pal," Vincent said. "And honestly, I'm glad that Barney wanted to help. It's just that at the same time, I'm worried about the consequences of what he's doing."

"So am I," Baxter said quietly. "Barney, sooner or later Krang and Shredder are going to catch on to what you're doing."

Barney looked to him. "I'm doomed no matter what I do, Brother. At least by being your contact on the inside, I can serve more of a useful purpose than I would if I tried to get out and ended up murdered for it."

Baxter stumbled to a halt, staring at Barney with stricken eyes.

"Barney . . . !" Vincent sounded just as stricken.

Leonardo laid a hand on Baxter's shoulder. "I don't believe you're doomed, Barney. I believe there _is_ a way out for you other than death. But . . . if this is the path you choose for now, the Ninja Turtles will respect that. Just please let us know if you change your mind."

Barney looked away. "Thank you." He didn't say more.

The Turtle Van was rocking when they ran up to it. "Oh boy," Donatello gulped.

Michelangelo flew past the open doorway. "We could, like, really use some help in here!"

Barney handed the laptop to Baxter before running up the platform. "Then get out of the way!"

Irma turned and glared at him before lunging. But, seemingly unmoved by the spectacle, he promptly pulled the trigger on the retro-mutagen ray gun. It bathed her in its glow before restoring her to her human form. She gasped, falling back.

"Irma!" April exclaimed in relief. Then she frowned in confused realization. "Wait. Why was she still a rat even after Leonardo destroyed the flute?!"

"The flute only triggers the transformations," Donatello said. "Destroying it doesn't end the transformations prematurely; it just ensures that they can't happen another time."

"I was a rat again?!" Irma wailed.

"You could say that," Raphael said from the floor.

"But everything is all better now," Michelangelo chirped.

Barney shut off the retro-mutagen ray gun and hid it in his lab coat. "And I need to go. I'll try to lie to Shredder and tell him that the flute completely controlled the transformations so that hopefully he and Krang will believe that destroying the flute _did_ permanently undo them."

Baxter weakly smiled, still weighed down by Barney's earlier words. "Thank you."

Raphael limped to the doorway. "So why did you agree to come and help out anyway?" he demanded. "It sure wasn't in your best interest."

Barney hesitated, not really caring to repeat what he had said to Baxter. "Does it matter?" he answered then. "I helped you. That should be the most important thing."

"I just want to make sure there's no strings attached," Raphael said with a glare.

"There are no strings." Barney reached for the laptop, which Baxter handed over.

"Goodbye, Baxter, old pal," Vincent said.

"Get those wounds treated," Barney ordered.

"I'm going to," Baxter promised. "Goodbye, both of you. And Barney? Please, _please_ be careful!"

"I don't have any intention of dying yet," Barney assured him.

Irma stumbled to the doorway. "Thanks a bunch," she said sincerely.

Barney nodded to her and headed out of the park.

Donatello headed into the Van and soon retrieved the first-aid kit. "Are you guys okay?" he asked Raphael and Michelangelo.

"Just swell," Raphael grunted.

"Yeah, we're okay, Amigo," Michelangelo insisted. "What's that for?!"

"Vernon scratched Baxter, apparently," Donatello said.

Baxter moved slowly up the ramp and into the Van. "I'm alright, really," he insisted, not wanting Michelangelo to worry. He slid out of his coat and draped it on the back of the seat before rolling up his shirt and vest. Irma looked away in dismay.

Donatello started treating the wounds with an antiseptic wipe. "You probably got off easy," he said. "Vernon could have done a lot more damage."

"We still have to find him," April said in concern. "He didn't come this way, did he?"

"If he did, I really don't think we would have noticed," Raphael retorted. "We were kind of occupied at the time."

Irma's shoulders slumped. "I'm really sorry, guys."

"Hey, it's not your fault that The Rat King is a mondo creepazoid," Michelangelo tried to comfort her. "You and Vernon were both victims here."

"I know, but I still feel really bad about this." Irma sank down on the floor.

Baxter regarded her with sympathy. Thinking of his own sickened feelings every time he remembered something he had done during his cross-fusion, he could sadly understand how Irma was feeling. He would need to talk with her as well as with Vernon.

"At least everything turned out okay," Leonardo said.

Donatello nodded. "Okay, all done," he said after placing a bandage over the scratches.

"Thank you," Baxter said. He lowered his shirt and vest and slipped back into his coat. "I'm going to go look for Mr. Fenwick. Do you have any idea where he might go in a place like this?"

"Not really," said April. "I thought he hated amusement parks. All the rides make him motion-sick."

" _Everything_ makes him motion-sick," Raphael commented.

"Then I'll look everywhere else first," Baxter said.

"We'll all look," Leonardo said. "We can't leave him here in good conscience."

"And like, whoever finds him first can let the others know," Michelangelo said.

They all split up, with Irma going with April and everyone else going separately. The danger was passed and they wanted to cover as much ground as possible. And Baxter hoped to be able to find Vernon himself, really. He wanted to talk with him in private.

In the end, Baxter _was_ the one who found Vernon, sitting in a corner of the funhouse with his knees drawn up to his chest and his arms folded on top of them. He had bowed his head on his arms and didn't look like he had any intention of moving.

Baxter sighed sadly. "I found him," he said on the Turtle-Comm. "He's in the funhouse. I'm going to talk to him."

"Okay," Leonardo answered. "Be careful of the broken glass."

"I see it." Baxter hung up and walked over to Vernon, avoiding the glass shards when possible. Slowly, wincing as he moved, he eased himself down next to his coworker. "Mr. Fenwick, I'm alright."

Vernon started to look up. "But I did that to you," he said morosely. "You're the only one who's ever talked to me seriously or really seen through all the defenses I've put up. I've never hurt anyone in my life, and I hurt you!"

Baxter sighed. "It wasn't a serious injury. And you didn't know what you were doing."

"And I was able to fight that alien crown," Vernon continued. "Why haven't I ever been able to fight this?!"

"I've heard that no rat can withstand The Rat King's flute and its commands," Baxter said.

"Not even Splinter could," Michelangelo said quietly from the doorway.

Vernon started and looked over. "Really?"

"That's right," Michelangelo said. "He fought all of us because The Rat King ordered him to and he couldn't resist it."

"He must feel horrible about it," Vernon said.

"Sure," Michelangelo agreed. "But he's tried to put it behind him and move on." He took a step back. "I just thought I'd throw that in there. The rest of us are all outside now, when you're ready."

Baxter watched as Michelangelo departed. "It isn't likely you could have resisted if even Splinter couldn't," he said.

"Well . . ." Vernon shrugged. "I still hurt you, though. Nothing can change that."

"No, it can't. But I don't blame you for it and I'm not badly hurt." Baxter paused. "What I _would_ like to point out is that while you may have never physically harmed anyone before, don't you think many of your words and actions have repeatedly hurt Miss O'Neil and Miss Langinstein?"

Vernon looked away. "I suppose."

"Now, I remember what you said about pushing them away because you felt like they deserved better than you. But regardless of your reasons, no one likes to be treated like that. That likely hurts them far more than if you just accepted their friendships and allowed them to see your true self."

"They see my true self every time I'm a coward," Vernon said dryly. "That's not an act."

"No, and I imagine that's part of why you despise yourself so much," Baxter said. "But you're more than that. You're _better_ than that." He paused. "I know how difficult it is to erase feelings of self-hatred that have been drilled into you by your parents. I know how impossible it is to think that someone could ever be interested in you. You probably feel that they must just surely not know who you really are. But maybe they see something you can't see-the goodness you were never told you had. And maybe, if you open your heart to them even a little, you can begin to see yourself as they do . . . or at least, to accept that they see you differently than you do and that makes them happy." He got to his feet, trying to disguise the pain as he did, and held out a hand. "Maybe that acceptance can make you both happy. What do you say?"

Vernon hesitated. But then he reached out, slowly taking hold of Baxter's hand as he drew himself up. ". . . Another part of the problem is that I'm honestly jealous of April," he said. "I told you how frustrated I get that she's a better reporter than I am. I don't know how to get past that."

"One step at a time," Baxter said, thinking of how Michelangelo had described Barney's journey. "If you honestly want to get past that, something can be done."

"I would like to," Vernon admitted. "But I'd also like to be a better reporter in my own right."

"Then we'll work on those things," Baxter said.

Irma met them at the door when they walked to it. "Vernon, are you okay?!" she exclaimed.

"I . . ." Vernon looked from her to Baxter and back. "I think I will be," he said.

Baxter smiled.

xxxx

"And so, the night of the 'were-rats' is officially over. With the destruction of The Rat King's mind-controlling flute, Irma Langinstein and Vernon Fenwick have been permanently restored to human form and there will be no further danger of their being turned into super rats in The Rat King's army. This is April O'Neil, Channel 6 News."

Donatello lowered the camera. "That was great, April!"

"I just hope Burne will think so," April sighed. "You know how he loves sensationalism." She took out her phone. "I'd better call him and let him know I'm coming in with a story."

Burne sounded highly overwhelmed when he answered. "April, what's going on and where are you?!" he demanded. "Channel 6 is being flooded with fearful and angry calls and emails! People are threatening to riot! Or worse-boycott the station! They're insisting that Irma and Vernon be fired or locked up or something!"

"Ohh!" Vernon moaned and covered his face with his hands. "We'll never be able to walk around this city again!"

Irma bit her lip. "Maybe we could move to Boston?" she quavered.

Vernon took his hands away and regarded her in disbelief. "Surely you jest. My family will never have anything to do with me now! Not even my sister!"

"You said she was kind and compassionate," Baxter frowned. "Yet you think she'll abandon you when you were a victim?"

"She's kind and compassionate, but not stupid," Vernon retorted. "She'll probably be afraid of the influence I'd be on Foster!"

April turned back to the phone. "There won't be any need for anything so drastic, Chief," she said. "Irma and Vernon are just fine. I'm coming in with a story all about it."

"Well, hurry it up!" Burne cried. "I don't know how long I can hold them off!"

"Gee, this must be the only time you've actually wanted me to downplay a sensational event," April remarked.

"They really are okay, aren't they?" Burne shot back.

"Yes," April insisted. "There's no more danger of them turning into rats."

"Then let's just hope your story is good enough to keep them from being fired!" Burne boomed.

"Hey! What happened wasn't their fault!" April cried.

"Maybe not, but I still don't wanna risk trouble I could avoid by getting rid of them!" Burne growled.

April gripped her phone. "If you fire them because of this, Mr. Thompson, I'll . . . I'll . . ."

"You'll what?" Burne snapped.

"I'll tell everyone how unfair you are to your employees!" April said. "And that you care more about a few angry viewers than you do about your employees' welfare!"

Irma and Vernon looked to her in shock.

"You wouldn't!" Burne said in horror.

"I would!" April insisted. "And I'd apply for that position at Channel 9!"

"Okay, okay," Burne exclaimed. "I won't fire them. But get in here with that story!"

"Whatever you say, Mr. Thompson," April said in an overly sweet tone of voice. She ended the conversation.

"April, I can't believe you just did that," Irma gasped.

"You probably just did it because Irma is involved," Vernon said. "Be honest now-if it had just been me, you wouldn't have threatened to quit your job."

April frowned. "It's not fair to fire either of you for this," she said. "You're both victims, not the bad guys!"

"That isn't really answering the question," Vernon muttered.

"Does it really even matter to you, Vernon?" April retorted. "You've never liked me anyway." She shoved her phone in her pocket and headed for the news van.

Vernon looked to Baxter in dismayed regret. Baxter just looked back with a silently conveyed message. _You see what damage you've caused through the years? Now, are you going to do anything about it?_

Vernon shifted, running a hand through his hair. After a moment, to Irma's surprise and Baxter's approval, he got up and followed April to the news van. "April, I . . ." He hesitated and looked back at Baxter. His eyes clearly said he just wanted to bolt and forget the whole thing. But when Baxter nodded encouragement, Vernon placed a hand on top of the van and tried to force himself to stay.

April had turned to face him, one hand on the back of the front seat, the other on her hip. She didn't look impressed. "What is it, Vernon?"

Vernon stammered as he tried to find the right words. "I . . . I don't dislike you, really. I . . . the truth is . . . oh, I can't say it!" he cried.

"Yes, you can," Baxter told him.

Irma looked to Baxter in wonder.

Vernon's shoulders slumped. "I'm jealous of you," he mumbled.

April raised an eyebrow. "What?"

"I'm jealous of you!" Vernon wailed, apparently deciding _To heck with it!_ "I try to undermine you because I wish I was half as good a reporter as you are. I'm not. I can't even handle a dangerous story without fainting! I'm only tough when I'm a brainwashed giant rat, and then look what I do!" He gestured at Baxter. "I hurt the one person who doesn't treat me like the shallow fool I am!"

"Is this really Vernon?" Raphael hissed at Leonardo. "Maybe being a brainwashed giant rat actually knocked some sense into him."

"Nah, Dude, Baxter did," Michelangelo replied.

"I think you're both right," Leonardo said.

April was staring at Vernon in amazement and new understanding. "Vernon . . . you didn't run away because of the blood," she realized. "You actually felt horrible for what you did."

"Yes," Vernon said miserably.

April continued to study him for a moment. Then her expression softened. "Well, it doesn't make everything all better, but I'm really happy you told me. And impressed that you managed it. You clearly didn't want to."

"I did, but I didn't," Vernon said.

Baxter smiled, pleased. Vernon didn't feel ready to tell the other things he had told to Baxter in private, but this was a huge step for him. The rest might very well come eventually, if he could just keep this up.

Irma came over to Vernon now. "And hey, you know, Vernon, April was actually risking her job when she didn't tell that you were one of the Vegetable Vampires," she pointed out. "I don't think Mr. Thompson would've been happy if he'd found out that April had a tape on the story and didn't air it."

Vernon paused. "You're right. And I still don't understand why you didn't, April."

"Ordinarily I'd say you probably never would, but now I have to wonder if you will someday." April smiled at Baxter as he and the Turtles approached. "I guess miracles really do still happen."

"Righteous notion," Michelangelo grinned.

"And now we'd really better get back to the city," Leonardo said as he climbed into the Turtle Van took over the wheel. "You still need to clear Irma and Vernon with that story, April. We'll take Irma and Vernon and Baxter home so you can just get right to Channel 6."

"Thanks, Leonardo," April said in relief. "If I'm not back soon, Burne is really going to blow a gasket!"

"So what else is new?" said Raphael.

xxxx

The drive back was peaceful, to everyone's relief.

Baxter initially sat by Irma, still feeling that she likely needed to talk after the experience. "How are you feeling, Miss Langinstein?" he asked.

She sighed. "Oh, I'm okay, I guess. At least, I'm sure glad it's over, and I'm glad no one was really hurt, but . . ." She looked to Baxter with anguish in her eyes. "How do you deal with knowing that you were doing a lot of awful things and trying to hurt people?"

Baxter shook his head. "I won't sugarcoat it. Some days it's still very difficult. It's hard enough knowing that many of the people I attacked on my penultimate rampage were innocent bystanders. And learning that I hurt my brother, which was the one thing I thought I hadn't done, was absolutely devastating. The only real comfort I have is that all the damage was able to be reversed. And the knowledge that I never would have done any of it had I been in my right mind."

"I guess that's how I'll have to try to feel too," Irma said. She stared at the claw marks in the floor and the door. "I can hardly believe I really did all this. I'll have to pay for the damage here. And what I did to that cheese store. . . ." She cringed.

"Aww, you don't have to worry about the Van, Irma," Michelangelo said. "Donatello can fix it right up."

"That's right," Donatello said.

"And I don't think you actually damaged anything in the cheese store," Baxter said. "That case should be able to be bolted down again without any cost."

Irma smiled a bit. "But I'd like to do _something_ to try to make up for what I caused. . . ."

"Well, the next time we need something looked up on the Channel 6 computers, we'll come to you," Donatello said.

Irma raised an eyebrow. "That's really all you want?"

"That's it," Leonardo said.

"Wow. You really are nice guys," Irma said.

The Van rolled over a bump and Baxter was unable to keep from cringing.

"Hey, you really ought to ride up front, Bud," Michelangelo realized.

"I'm alright," Baxter insisted.

"Maybe so, but you could definitely use a softer place to chill until we can get you home." Michelangelo climbed over the seat. "Come on! Leonardo can pull over and we can trade places."

Baxter hesitated. He felt awkward to have any special treatment, but privately he had to admit that he was in pain from being clawed and thrown into the pirate display. The temptation of the plush front seat was too much to resist. "Alright," he agreed.

Leonardo soon stopped and Baxter eased himself up, moving slowly to the door. Yes, he had definitely been bruised. He was going to really feel it in the morning, he sighed to himself.

It was only when he was at the door that something dawned on him and he turned back. Michelangelo had probably been thrown about far more than he had, since he and Raphael had been struggling against Irma for so long. Troubled, he looked the Turtle over for visible signs of damage. But although he couldn't see any, he wasn't convinced.

"Go on, Baxter," Michelangelo encouraged. "It's okay."

Baxter still hesitated. "But Michelangelo, you . . ."

"Would just like to hang back here for a while," Michelangelo insisted.

Finally Baxter nodded. Michelangelo would not be deterred and Baxter didn't want to waste time protesting. He went down the ramp and entered the front through the passenger door. He had to admit the softness felt wonderful. He leaned back against the seat and closed his eyes.

After a few minutes, Raphael turned and looked awkwardly to him. "Hey, uh . . . Baxter . . . are you alright?" he asked.

Baxter opened his eyes and looked to him. "Yes."

"Well, uh . . ." Raphael rubbed his neck. "I just wanted to say that . . . maybe Michelangelo was right."

Baxter tensed. "Right about what?"

He relaxed when Raphael said, "That I was out of line. I probably shouldn't have brought up what you did as a nutso fly. I guess it really does still make me mad when I think about it. Then I was thinking about how you acted like you figured you needed to remember what you'd done. When you brought up how you felt about amusement parks, I thought I should tell you why. I'm always blurting stuff out like that when I probably shouldn't."

"You're sure that was your reason?" Baxter asked.

"Well, yeah. I mean, I really have forgiven you, Baxter," Raphael insisted. "I used to think I never could, or would, but you kind of . . . changed my mind."

Baxter smiled. "Thank you for telling me, Raphael. And it's alright about the amusement park. I don't like hearing what I did, but you're right-I feel I need to know."

"So everything's all gnarly now?" Michelangelo chirped.

"Yeah, I'd say so," Raphael said.

"Great! You know, I think tomorrow I wanna spend the day with a stack of movies and comic books. And pizza, of course." Michelangelo leaned back. "Nothing makes a day truly bodacious like those things."

"A question," Baxter said. "Will you still want to watch werewolf films?"

Michelangelo paused. "Well, they're not were-rats," he said. "But maybe I'll go easy on them for a while."

"I don't think anyone here will protest," Leonardo smiled.

"I know I won't," said Donatello.

xxxx

Barney slipped back into the weapons room and over to the table where he had placed the paralyzing ray. He exchanged it for the retro-mutagen ray gun and brought the paralyzing ray back to the shelf.

The door opened and Shredder stood there. "What are you doing in here?" he snarled. "It's bad enough I have to listen to Krang bemoaning our inability to even find those two before they were cured. Now I find you prowling where I least expect to find you in the middle of the night!"

Barney turned around, still holding the paralyzing ray. "I took this with me just in case we'd need it. Now I'm putting it back."

Shredder frowned. "You didn't tell me you had a paralyzing ray!"

"I didn't want to use it unless absolutely necessary," Barney said smoothly. "Had I told you, you probably would have decided to use it as the first option without trying to talk the mutant rats onto our side first."

Shredder's expression darkened and he regarded Barney with anger that was only a few short steps above hatred. "You're just like Krang," he snarled. "Always pulling surprises!"

Barney smirked at him. "It makes life interesting, doesn't it?" He brushed past him and headed back towards his laboratory.

Shredder turned and watched him go, glowering at the cheeky fellow.

Vincent was tensely waiting when Barney re-entered the laboratory. "What happened?" he demanded.

"It's alright," Barney said. "I successfully bluffed my way out of it."

Vincent sighed. "We can't do things like this very often."

"I agree," said Barney. "Baxter's right; I can only fool them for so long. I'd rather they realize my duplicity later rather than sooner."

"So would I," Vincent frowned. "Barney, I wish you'd take the Turtles up on their offer!"

"Maybe I should," Barney mused. "Working directly with them might not put Baxter in quite as much danger. Only we both know he'd get involved." His eyes flashed. "Look at what he got himself into tonight! Taking on a vicious, dangerous creature like a human-sized, mind-controlled rat! And for what? To protect one of his new friends?! One of these days he's going to get himself killed by involving himself in these preposterously mismatched fights!"

"Baxter has always been very loyal," Vincent said. "It's one of his greatest strengths . . . but also one of his greatest weaknesses."

"Yes, because he was even loyal to Shredder until he just snapped and couldn't take the abuse," Barney frowned. Quieter he added, "And because he's loyal to me."

"Loyalty to his brother is a weakness?"

"It is when I'm the brother," Barney muttered. "I hate to think what could happen if he tried to help me get out of this mess. Even if by some miracle he escaped unscathed, Shredder might try to take out some sort of retaliatory revenge on him. In fact, he might do that whether Baxter helped me or not, just to get back at me." He dug a hand into his hair. "I've crafted this pit for myself. I have no desire to drag anyone else to their doom along with me."

"Your reasons for staying are always changing."

"Do you doubt they're the truth?" Barney asked.

"No, not really. But I'm guessing you never have just one reason. You probably also still feel this is where you belong."

"It's where I voluntarily placed myself. And if it's a choice between Baxter aching over my being here or Baxter being murdered if I try to get out, I'll gladly stay here to keep him alive. Not to mention myself. Trying to leave is certain immediate death. Staying, but not exactly being loyal, is also certain death, but not so immediate." Barney's shoulders slumped. "I have no desire to trade this Hell for fire and brimstone."

"I don't want that to ever be your fate, Buddy."

"I wish it wouldn't be. And I wish I'd never been so idiotic and pig-headed as to get into this mess to begin with . . . except for one thing. I never would have met you if I hadn't come here."

Vincent gave him a sad smile. "I'm glad you found me, Barney. I just wish I knew how to keep you alive."

"Keeping me sane is the best thing you can do for me. I want you to remember that when I'm gone."

"I don't want you to be _gone!_ " Vincent cried.

Barney sighed. It was a conversation going in circles, without any real hope of resolution. They both knew that. But Vincent wasn't ready to be quiet.

"You don't know what it's like, to live for hundreds of years and watch everyone you've ever known die while you live on! You don't know what it's like to be alone and forgotten for centuries until one day someone finally comes into your life again. And because there hasn't been anyone else and you're so desperate for companionship, you cling to that person and try to do everything you can for him. And then you realize . . . you can't do anything, because his mind's not his own and he's losing more of it every day. But he's all you have, and he really is your friend, your only friend, and you really care about him because you've seen the good in him that everyone else has forgotten about.

"Still, you also know that nothing ever lasts. One day you're alone again, because he thinks you're dead and he's been cast into another dimension again instead of being helped by those who could help him if they only would. And then everyone's left you again and you figure there never will be anyone else. But one day, there is. And he's different than your first friend. He's angry and confused and conflicted. And he hates your friend. But you like him too because he's there for you, and then you start to realize that he really loves your friend. And you care about him more and more and then he's your friend too. But he thinks he's going to die because he's got himself into an impossible situation. And you don't want to be alone _again!_ More than that, you don't want to lose your friend! But there's nothing you can even do!"

Barney rocked back, staring at Vincent. He had never heard the computer snap before. Normally Vincent was very quiet and patient. _Like Baxter,_ he thought to himself.

"You think you'll be doing well if you get me out of here," Vincent said now. "But why can't you understand that I want you to be there too?! Why can't you understand that I care about you that much?!"

Barney looked down. "I guess I thought that you still cared about Baxter more," he said quietly. "If I'm gone, you'd be with him. I thought you'd like that the best."

"I've said that what I'd like the best is for all of us to be a family!" Vincent retorted. "Yes, I want to be with Baxter, but not because you're dead! I want you to be there too!"

Barney had to laugh. "There is no way we will ever live in the same residence. We did that for eighteen years, and that was eighteen years too long. We did everything we could to live apart after that, including in college. We wouldn't share a dormitory. Or I should say, I wouldn't. Baxter would have tried, but I wasn't willing. So Baxter got an apartment off campus instead."

His eyes flickered with guilt at the memory. Baxter had been so timid back then, hesitantly asking how Barney would feel if they shared a dormitory. Baxter had just received his assignment and it would have put him with Barney. But Barney had snarled at him and told him there was no way that was going to happen and he would just have to ask for a different assignment. The next he'd heard, Baxter had backed out of the dormitory altogether and had gotten an apartment elsewhere.

He covered his eyes with a hand. One more sin to add to the list.

"Barney? What's wrong?"

". . . I'm just thinking how badly I treated Baxter then," Barney muttered. "That poor, naive kid. He was so gentle. . . . All he wanted was love and I never gave it to him. _Nobody_ ever gave it to him. Is it any wonder he finally just broke?"

"No, it isn't." Vincent sighed. "Alright, nevermind any thoughts of ever living in the same place again. The point is that I don't want you to be dead! It was a long time ago when I said I liked Baxter more. I know you so much better now. I care about you both the same."

Barney looked up again. "How can you?" he asked, his voice tortured. "You love Baxter so much and I've been so horrible to him! How can you feel anything other than contempt for me?!"

"You've been good to me," Vincent said. "And your feelings towards Baxter have been changing. I've seen every side of you ever since we first met. I've seen you at your worst, so many times. But I've also seen you at your best. I know who you are, Barney Stockman. You're a good guy, even though you've never been able to believe it. You're trying to find your way to the light after years of wallowing in the dark. You're finding out that deep down, you love your brother and you know he doesn't deserve your cruelty. You're still stumbling, but you're softening. More and more, you're showing what you were too afraid or proud to show before: that you care. I see a lot of strength of character in you, just as I do in Baxter. On that, you _are_ alike."

"You're crazy," said Barney. "So is Baxter. But . . . it feels good to have those who believe in me. Our parents never did." He leaned back. "Alright. Since I don't want to die, and you don't want me to die, I will try to find a way to get out that will present little to no risk to anyone else. But you will have to respect how I choose to handle things."

"That's fair enough," Vincent said. "I know if you put your mind to it, you can do it."

Barney raised an eyebrow. "You have a great deal of confidence in me."

"Of course," said Vincent. "Because I've seen the truth of what I've said."

"Hmm." Barney leaned back. He wasn't used to so much praise. It was different. But it was nice. Very nice.

Vincent fell silent. ". . . So how was it tonight?" he asked. "Did you like helping the 'good guys'?"

Barney sat down, gazing off thoughtfully at the opposite wall. "Yes, I did," he mused. "But more than that, I liked keeping a couple of innocent people from falling into the same trap I'm in."

"Then that's why you did it," Vincent said in understanding.

"That, and because Baxter asked for my help and I could give it and felt like doing so." Barney laced his fingers. "I like being useful."

"But you still think you really aren't good."

Barney frowned. "I helped, but that certainly doesn't make me 'good.' Nor does it erase the bad I've done." He sighed. "I don't really know what I am or what I'm capable of."

"Maybe someday," said Vincent.

"Maybe," Barney agreed.


End file.
